HomeMy WebLinkAboutVISIPHOR CORPORATION (KCC) KNOWLEGE OF COMPUTING (CANADA) 1B-2009 r City of Santa Ana
44
' Clerk of the Council
AGREEMENT TERMINATION FORM
COTC Office Use Only
75 satin 710
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Please complete this form when the attached agreement and all
amendments (if any) are no longer in effect. :I; Y OF SAi!
CLERK Or=
Return form to the Clerk of the Council Office (M-30).
Call 647-6520 if you have any questions.
The agreement with - 40GJ r�01-67 L (V? 7k4 )
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(List all amendments. Use space below if needed.)
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-A -goo -157 ( I0
Signature: i�--
Date: 3 2�
Revised 08-23-10
A-2009-157
INSURANCE NOT REQUIRED
WORK MAY PROCEED
CLERK OF COUNCIL
nATF' Ii -l t5 -oq SECOND AMENDMENT TO SUPPORT AND MAINTENCE AGREEMENT
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TIDS SECOND AMENDMENT TO SUPPORT AND MAINTENANCE AGREEMENT
is entered into on Septemher 8, 2009, by and between, KCC Knowledge Computing (Canada)
Limited, formerly known as Visiphor Corporation, a corporation having its principal place of
business located at 1424 -4710 Kingsway, BurnabyBC ("KCC") and the City of Santa Ana, a
chalter city and municipal corporation organized and existing under the Constitution and laws of
the State of California ("City").
RECITALS:
A. The palties entered into that celtaln Agreement #A-2006-l69, dated June 15,2006,
(hereinafter "said Agreement") by which Visiphor provided software designed to enhance the
retrieval of law enforcement records for use in jail and intelligence operations. .
B. Knowledge Computing COlporation recently acquired the assets of Canadian-based Visiphor
Corporation. Under the terms of the agreement, Knowledge Computing Corp. acquired the
rights to Visiphor's intellectual property and all of their physical assets and has taken over
client contracts related to law enforcement, including the Santa Ana PD contract. To support
the acquisition, Knowledge Compnting formed a wholly owned subsidiaty, KCC Knowledge
Computing (Canada) Limited located in Vancouver, British Columbia.
C, In accordance with the tenns and conditions of said Agreement, the palties wish to extend the
Customer Support Agreement by which KCC has suppOlted and maintained the software and
applications.
WHEREFORE, in consideratiou of the covenants contained in said Agreement, and subject to all
the terms and conditions of said Agreement, except those amended in this Second Amendment to
Agreement, the parties agree as follows:
1. Pursuant to Section 3.1, CONTRACTOR COMMITMENTS, WARRANTIES AND
REPRESENT A TraNS, warranty support commenced August I, 2007 and continued
through July 31,2008. The parties desire to extend the customer support through July 31,
20 r 0, in accordance with the Customer Support Agreement, attached hereto and
incOlporated by this reference as Exhibit F.
2. The City agrees to pay and KCC agrees to accept, as total compensation for KCC's
Software and Application Maintenance and SUppOlt services, an annual fee of $56,000
for the term from August I, 2009 through July 31,2010.
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to SUppOlt
and Maintenance Agreement on the date and year first written above.
ATTEST:
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MARIA D. HUIZAR J .
Clerk of the Council
DA VI N. REAM
City Manager
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City A ey
KCC KNO LEDGE COMPUTING
(CANADA !MITED
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(NAME) Sv ~ \ "\--~'-'\.
(Title) ~~ 1'.......Div.e~
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Chief of Police
Confidential
Agl'flement between KCC Knowledge Computing (Canada) Limited and
City or Santa Ana {Exhibit F]
Exhibit F
Customer Support Agreement
This Agreement made the 17'11 of August, 2009
BETWEEN
KCC Knowledge Computing (Canada) LImited
Suite 1424 - 4710 K1ngsway
Burnaby, British Columbia
V5H 4M2
(hereinafter called "Kccn)
AND
City of Santa Ana
(hereinafter called "Customer")
Page 1
8/18/2009
City of Santa Ana- Exhibit F COpyright 02006-KCC Knowledge Computing (Canada) Umlted
Agreement between KCC Knowledge ComputIng (Conada) Umlted and
CIty of Santa Ana [ExhIbIt F]
KCC Knowledge Computing (Canada) LImited
Customer Support Agreement
WHEREAS
The Customer is a user of certain KCC software products andlor application programs
including software provided pursuant to a Softwar!l License Agreement (the "Product")
which is executed contemporaneously with this Customer Support Agreement and KCC
has the experience and expertise necessary to enable it to provide support and
maintenance services for the Product; and
The Customer wishes to have KCC provide the support and maintenance services
pursuant to the tenns and conditions of this Agreement.
NOW THEREFORE, In consideration of the mutual covenants contained herein, the
parties agree as follows:
1. DEFINITIONS AND INTERPRETATION
In this Agreement, except as otherwise expressly provided or as the context otherwise
requires,
Acceptance means the date on which the Customer certifies the Deliverables accepted in
accordance with the Santa Ana PD SOW, Exhibit A. or when the Customer fITS! makes any
productive use of the Deliverables, whichever occurs first.
Acceptance Criteria means the noted criteria for acceptance of the Deli verables referred
to in the Statement of Work
Acceptance Period means the period within which to review the Deliverable and to
notify KCC in writing of its acceptance or rejection based on the review results with
respect to compliance to the Acceptance Criteria.
Acceptance Testing means the testing conducted during the Acceptance Period to enable
the Customer to detelIDine whether to accept the Application Package Program or
Services. It is perfonned to validate the APP or Services meet the noted Acceptance
Criteria;
Application Package Programs means the Product together with the Database.
Business Rules means the procedures for the use of the Product in the manner and for the
purpose of which KCC originally intended it, as reflected in its design and having regard
to the business practices of Customer, both of which are established in system
administration training provided by KCC.
Custom Modification means, unless otherwise specifically varied herein, any changes or
modifications made to the Application Package Programs by KCC (including, but not
limited to, tables, columns, reports, interfaces to third party hardware or software, data
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Confidentiut
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City orSanta Ana - B~hibit f Copyright 0 2006- KCC Knowledge CcmputJtll (Callada) Limited
Agreement belween KCC Knowledge Computing (Canada) Limited and
City of Santa Ana [Exhibit F]
conversion, screens and matching algorithms) exclusively for the Customer, as listed in
Schedule A-I (Section 17). Notwithstanding the above, any Custom Modification shall
be approved in advance by the Customer. Any modification which is made for the
purpose of maintaining the operability of the application package shall not be to the
account of the Customer and only those modifications which are requested by and
approved by the Customer shall be paid for by the Customer.
Current Technology means the version of application utilized by KeC in its latest
Product and Tecluiological Release.
Database means the Oracle@ or Microsotl@ Programs (as the case may be) licensed to
Customer by Oracle@ or Microsoft@ for the purpose of using the Product.
Defect means a failure of the application to perfonn the designed functionality caused by
!ill error in the application.
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Deliverables means the items specified in the Statement of Work to be provided by Kec
including the Application Package Programs, Services, and Custom Services.
Delivery Platform means a secondary computer environment that will functionally
reflect the Production System and contain, at a minimum, a representative sample of
current data and whereupon KCC shall install all Technological Releases, associated
patches and Defect corrections; and which will be used by Customer for acceptance
validation and regression testing (as appropriate) prior to promotion to the Production
System.
Documentation means user manuals, reference guides, training materials, release notes,
on-line help and other materials in printed or electronic fonn, which facilitate use of the
Product or Custom Modifications.
First Level Support means providing first-line help services to end users of KCC
software applications to detennine whether reported issues relate to KCC software or
tWrd party hardware or applications not covered under the scope of this Agreement.
Go Live means start up of production use of the Product.
Migration Services means the services required (including, but not limited to, data
conversion, installation, project management, training) by Customer to give full effect to
any Technological Release provided hereunder.
Production System means the computer operating system(s) and Application Package
Programs used by Customer in the live processing of its data.
Rules has the meaning ascribed to it in ~IO.2.
Specification means the statement ofrequirements to be satisfied by a product or service
as noted in the Statement of Work. The Specification leads to the Acceptance Criteria, to
be met during the Acceptance Testing during the Acceptance Period.
Support means: (a) responding to inquiries conceming a reported Defect(s) in the
Product; and (b) correction to problems diagnosed as Defects in the currently supported
version of the Product or as updated through the!enn of this Agreement. In the resolution
Confidential
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City orS.nla Ana - Exhibit F Copyright 0 2006 - KCC Knowl<dge Cornpu6ng (Canada) Urnited
Agreement between KCC Knowledge Computing (Clmede) Limited end
City 0' Sente Ane {Exhibit F]
of Defects KCC may respond with a written response, CD ROM or diskette,
supplementary documentation, a temporary means of circumventing the problem, or other
correctional aids.
Technologieal Release means: (a) technological improvements required to allow the
Product to operate in confonnance with Current Technology. Technological Releases do
not include Migration Services.
2. SERVICES
2.1. The Customer shall provide First Level Support through its own Help Desk,
or that of a designee or designees as outlined in Schedule A-2 ofthis Agreement.
2.2. KCC shall provide Support to the Customer by telephone, e-mail, facsimile,
modem or an Internet connection (as appropriate).
2.3. KCC shall provide Technological Releases from time to time.
2.4. In the provision of Support, KCC shall adhere to the following response
standards and at all times shall provide Support in accordance with the highest industry
standards recognizing the public interest duties and responsibilities of the Customer:
2.4.J.
SEVERITY LEVEL ONE
Severity Level One Definition: The Application Package Programs
are totally inoperative and the use of the Product for processing
transactions or database searches is not possible.
Severity Level One Response Time: KCC shall respond by
telephone to the Customer within twenty-four (24) business hours
of initial notification to KCC. If the initial notification was not by
telephone or not during KCC business hours, this response time
shall start when Support personnel receive the notification.
Severity Level One Resolution Time: KCC shall provide its best
commercial efforts to initiate a resolution within forty-eight (48)
business hours of the initial notification.
2.4.2.
Severity Level One Resolution: KCC shall provide a program
correction, program patch or a procedure for Customer to bypass
or work around the error condition in order to resume operations.
If a bypass procedure is utilized, KCC shall continue error
correction activity, on a high priority basis, unlil a program
correction or patch is provided.
SEVERITY LEVEL TWO
Severily Level Two Definition: Significant portions of the
Application Package Programs are severely impaired to the extent
that major timctions are inoperative.
Confidential
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SII8I20G9
City of San I! Ana - Exhibit F Copyrighl 0 2006 - KCC Knowlcd&e Compulini(Canada) Limiled
Agreomont bofwoen KCC Knowlodge ComputIng (Caneda) LImIted and
CIty of Sant.J Ana [ExhIbit FJ
Sevelity Level Two Response Time: KCC shall respond by
telephone or electronic means to Customer within forty-eight (48)
business hours of initial notification to KCC. If the initial
notification was not by telephone or not during KCC business
hours, this response time shall start when Support personnel
receive the notification.
Severity Level Two Resolution Time: KCC shall provide its best
commercial efforts to initiate a resolution within ninety-six (96)
business hours of initial notification to KCC.
Severity Level Two Resolution: KCC will provide the Cuslomer
with a program correction, program patch or a procedure to bypass
or work around the error condition in order to continue operations.
If a bypass procedure is utilized, KCC shall continue error
correction activity until a program correction or program patch is
provided.
2.4.3.
SEVERITY LEVEL THREE
Severity Level Three Definition: The Application Package
Programs are impaired to the extent that some non-critical
functions are not operating.
Severity Level Three Response Time: KCC shall respond by
telephone to Customer within seventy-two (72) business hours of
initial notification to KCC. If the initial notification was not by
telephone or not during KCC business hours, this response time
shall start when the notification is received by Support personnel.
Severity Level Three Resolution Time: KCC shall provide its best
commercial efforts to initiate a resolution as soon as possible. In
some cases, a resolution may be delivered as part of a
technological update or release.
Severity Level Three Resolution: KCC shall provide
Technological Releases in the form of CD-ROM, diskette or
electronic file transfer.
2.5. KCC shall endeavor to assist with all inquiries made to Support personnel.
However, if the inquiry is not related to a problem with the Product, KCC shall be
entitled to charge the Customer on a time and materials basis at the rates set forth in
Schedule B (hereinafter "T&M''). In all circumstances, KCC shall advise the Customer
in advance and shall receive prior approval from the Customer prior to charging for T &M
on any malter.
Confidential
Psge S
811812009
City ofSanla Ana - Exhibit F Copyright 02006- KCC Knowtedie Computing (Canada) Umlled
Agreement between KCC Knowledge COmputfng (Canede) LImited end
City of Sente Ane [Exhibit FJ
3. COMPENSATION
3.1. For the Support provided pursuant to this Agreement and all other services
related to the operation, maintenance and upgrades or customer modifications, the
Customer shall pay KCC the annual fee specified in Section 3.1.1 and Section 3.1.2. (the
"Fees").
3.1.1. There is no annual fee for Support and Maintenance in Year 1.
3.1.2. The annual fee forin Year 2 will be $56,750.
3.2. Customer shall have a right to off-set any and all payments in the event there
is any breach of this Agreement by KeC. KCC shall invoice the Customer for the Fee
annually in advance. All such invoices shall be payable within 30 days of the date of each
such invoice.
3.3. The Fees for Support and any other products or services that may be provided
hereunder are exclusive of any federal, state or provincial tariffs, duties or sales taxes,
taxes which shall be paid by the Customer.
4. CUSTOMER RESPONSIBILITIES
4.1. Without cost to KCC, the Customer shall provide to KCC full co-operation
and assistance to enable KCC to provide the Support Services contemplated hereby. In
particular, and without limiting the generality of the foregoing, the Customer, or its
designee, shall:
4.1.1.
Designate Contacts
4.1.2.
Designate up to four (4) individuals from its MIS/IT department,
or services provider (as the case may be). All Support calls must be
channeled through the designated individual(s). The designated
individual(s) are set out in Schedule A-2.
Provide Electronic Access to Production System
Provide KCC with electronic access to the Production System.
Perform Administrative Duties
4.1.3.
Perform all Database and operating system(s) administrative
duties, including regular logical and physical backups.
Confidential
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811812009
Cityof Santa Ana - E:'I:hiblt F Copyright 0 2006 - KCC Knowledge Compu1ing; (Canada) Limited
4.1.4.
Agreement between KCC Knowledge Computing (Cenada) Limited and
City of Santa Ana (Exhibit FJ
Supply Required Information
Supply all pertinent data and information (including Database
dumps, as requested).
Make Assistance Available
4.1.5.
4.1.6.
Make available such employees, or designated service providers,
of the Customer as KCC may reasonably request in relation to the
Support.
Report Faults in a Timely Manner
4.1.7.
Report problems or faults within such time, on such forms and
with such degrees of particularity as KCC may, from time to time,
request. The current form to report problems is as set forth in
ScheduleA-3.
Authorize Emergency Access
In the event of an emergency or crisis which is not the direct or
indirect responsibility of KCC which is not a Severity Level I or
severity level 2 event but which is at the specific request of the
Customer, provide KCC with an electronic or other access to the
production system for pUlposes of applying a database or data
corruption fix on the understanding that, except for negligence on
the part of KCC, KCC assumes no liability resulting from such
emergency or crisis access;
Ensure Personnel are Trained
4.1.8.
4.1.9.
Ensure that its personnel are fuIly trained in the uSe and operation
of the Product or any Custom Modifications.
Use in Accordance with Business Rules
Use the Product in accordance with the Business Rules.
4.2. Customer understands and agrees that all Defect corrections and
Technological Releases and any related Database scripts should be promptly
implemented in the Production System. The Customer acknowledges that its failure to so
implement such Defect corrections and Technological Releases may render the Product
unusable or non-conforming to Documentation. The Customer agrees to install and put
into production use (a) corrections to Defects within thirty (30) days of delivery by KCC
and, (b) Technological Release within such reasonable time as KCC and the Customer
may agree.
4.3. In no event shaIl the Support Services be used as a source of training or a
source of consulting. Misuse of the Support Services may result in direct billing, on a
Confidential
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City ofSllInta ^~ - E:dlibit F Copyrighl Cl2006- KCC KnowledgCl Computing (Canada) Limited
I'
Agreement betwHn KCC Knowledge Computing (Cenede) Umlted end
City of Senta An" [exhibit F)
T &M basis, for any such training or consulting services. No such charges shall be
applied until such time as KCC advises the Customer that it is in breach of this clause
thereby giving the Customer the opportunity to cease such action.
4.4. Customer acknowledges and agrees that the administration and maintenance
of all computer hardware, communications equipment third party software, cabling,
peripherals and any other hardware equipment necessary and required for the operation of
the Product, shall be the exclusive obligation of the Customer. In particular, and without
limiting the generality of the foregoing, KCC shall not be held responsible for the
provision of any assistance (under the terms of this Agreement) required as a result of
any:
4.4, I Modification to System Environment
4.4.2,
modification, change or upgrade to any hardware or software
(other than any modification, change or upgrade made by KCC to
the Application Package Programs); or
Damage by Accident or External Cause
4.4.3.
damage to the Application Package Programs by accident or other
external cause, the fault or negligence of any party other than
KCC, or use by Customer in other than its normal and customary
manner; or
Unauthorized Modifications
as a result of any unauthorized modification made by Customer or
any party other than KCC,
even if KCC has knowledge of the possibility of such potential loss or damage. If, as a
result of one or more of the foregoing circumstances Customer requires assistance, KCC
agrees to provide such assistance on a T &M basis.
5. TERM, DEFAULT AND TERMINATION
5.1. The term of this Customer Support Agreement commences Av.s.l ~ ,
and continues for a period of 12 months, ending "fJ't $1 , ~ 10 ' . KCC will offer
subsequent renewals so long as Customer is not in breach o'f Section 4.2 and provided all
sums and amounts due under Section 3 are paid when due. The Customer shall have a
right on 90 days written notice to KCC to terminate this Agreement at any time during
the initial term or any renewal term of this Agreement. Any fees paid in advance for a
period of time subsequent to the termination date shall be considered non-refundable.
5,2. The Customer further reserves the right to terminate this Agreement without
penalty or future liability at its fiscal year end due to lack of appropriations.
5.3. If, after termination of this Agreement, Customer requests Support, KCC may
agree to provide such Support and Customer shall pay for same forthwith on a T&M
basis at KCC's then current rates. KCC shall provide an advance estimate of the T&M
Confidential
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City o(Santa Ana - ExfUb!t F Copyripl 0 2006 - KCC Knowledgfl Compulins: (Canada) Umited
I
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Agreement between KCC Knowledge Computing (Ceneda) Limited and
City of Santa Ana [Elc/J/blt FJ
charges for any support to be provided at the request of the Customer. The Customer
shall be obligated to pay no more than the estimate for such Support Services.
5.4. In the event that either party (the "Defaulting Party") shall neglect, fail or
refuse to perform under any ofthe provisions of this Agreement, then the other party (the
"Non-Defaulting Party") may deliver to the Defaulting Party notice of intention to
terminate this Agreement which notice shall specify the alleged neglect, failure or refusal
and, if within 30 days after the date of delivery of such notice, the Defaulting Party shall
not have fully cured all the defaults indicated therein, or presented a plan acceptable to
the Non Defaulting Party to cure such defaults, then upon expiration of such 30 days, the
Non Defaulting Party may, at its option, elect to terminate this Agreement. Where the
Defaulting Party commits a second breach of the Agreement, the Non-Defaulting Party
shall have a right to terminate this Agreement on 7 days notice to the Non-Defaulting
Party. Where the Customer terminates this Agreement pursuant to this paragraph, all
advance payments by the Customer to cover services post the termination date shall be
refunded to the Customer in full.
5.5. Notwithstanding Clause 5.4, if the Customer fails to pay KCC as required by
this Agreement, KCC shall not be required to provide Support forthwith after delivery of
written notice to that effect to the Customer, and may pursue any other remedies which it
may have at law or under this Agreement.
6. GENERAL TERMS
6.1. These Support Terms form part of and are subject to the terms and conditions
set out in the Agreement.
6.2. Support Restrictions: Nothing herein shall permit Customer to reverse
engineer, disassemble or decompile the Product (or any portion thereof). In addition, it is
expressly understood that Customer shall not amend, ehange or alter any
application/module libraries, graphical user interface forms or database schema
including, but not limited to, table structure, indexes, views, referential constraints or
synonyms, without KCC' written permission. To the extent KCC permits Customer to
modify, amend, change or alter any part of the Application Package Programs, KCC shall
have no obligation to cure any Defects resulting from any such modification, amendment
or change.
6.3. De-Support: In the event Customer is unable or unwilling to fulfill its
obligations (Sec. 4.2) to maintain current versions ofthe Product on its Production
System, KCC reserves the right to de-support such obsolete version(s) at the expiration of
the current support year provided KCC has first given Customer not less than (60) days
prior written notice of its intention to rely on this clause, in which case no further
payments will be made by the Customer to KCC.
7. PRIORITY OF DOCUMENTS
7.1. If there is any conflict with or inconsistency between the documents listed
below, then the following order of precedence will apply, from highest to lowest: (as
applicable)
Confidential
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City of Santa Ana - Exhibit P Copyright 0 2006 - KCC Knowledge Computing (Canada) Umited
Agreement betwHn KCC Knowledge Computing (Canada) LImited and
City of Santa Ana [EJthlblt F}
(a) Software License Agreement;
(b) Primary Agreement;
(c) Customer Service Agreement; and
(d) Software Escrow Agreement.
8. NOTICES
8.1. All notices, requests, demands, or difections to any patty to this Customer
Support Agreement by another pat1y hereto will be in writing and delivered or sent by
registered mail, postage prepaid, addressed as follows:
to: KCC Knowledge Computing (Canada) Limited
Suite 1424 - 4710 Kingsway, Burnaby,
British Columbia V5H 4M2
Attention: Chief Operating Officer
to: City of Santa Ana
20 Civic Center Plaza (M-97)
P.O. Box 1988
Santa Ana, California 92702
Attention:
or to such other address as may be stated by one pat1y to the other in a notice given in the
same malUler herein provided. Any notice, request, demand, or direction given in such
manner will be deemed effective upon receipt by the pat1y to whom it is given or upon
refusal to accept receipt documented by the delivering pat1y.
9. ASSIGNMENT
9.1. Except for an assignment to an Affiliate of KCC, KCC will not assign this
Customer Support Agreement without the prior written consent of the Customer. No
permitted assignment to an Affiliate will be effective until: (a) the assignee Affiliate
agrees in writing with the Customer to be bound by the terms and conditions of this
Customer Support Agreement; and (b) the assignee Affiliate provides evidence
satisfactory to the Customer that the assignee Affiliate and its directors, officers,
employees and agents have obtained the necessary security checks and security
clearances to enable it to perform the Services and to have access to the environment
Isystem and/or any related data and information. Notwithstanding any assignment of this
Customer Support Agreement as permitted by this Section, KCC will remain primarily
responsible for the timely performance of all ofits obligations hereunder.
10. ARBITRATION
10.1. If, at any time, there is a dispute, controversy or Claim (each a "Dispute")
between the parties with respect to any matter arising out of or relating to this Agreement,
then the party to the Dispute that wishes to initiate a resolution of the Dispute must give
notice to the other pat1y to the Dispute outlining the nature of the Dispute and the
Confidential
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Cll)' ofSanla Ana - BJcbibit P Copyript 0 2006 - KCC Knowledge Computing (Canada) Limited
l
,
:i
Agreement between KCC Knowledge Computing (Canada) LImIted and
City of Sant" AnII [Exhibit F]
resolution proposed by the claimant and requiring that such Dispute be resolved pursuant
to this Part lO. .
10.2. Ifa Dispute is not resolved between the parties within 30 days (or such longer
period as is agreed to in writing by the parties to the Dispute) after the date of the notice
pursuant to ~IO.l, either party to the Dispute will be entitled to refer the Dispute to
arbitration in accordance with the domestic arbitration rules of the British Columbia
International Commercial Arbitration Centre (coll~ctively, the "Rules") as modified by
the provisions herein, within 30 days after such date. The Dispute will be submitted to
one arbitrator in accordance with the Rules.
10.3. The arbitration will take place in English in Vancouver, British Columbia.
10.4. Each party will accept the award or decision of the arbitrator as final and
binding and will diligently act in good faith to do all that is necessary or advisable to be
done by it to implement the award or decision.
10.5. A party who commences a legal proceeding in respect of an issue or Dispute
that may be arbitrated under this Agreement,
(a) will cause the proceeding to be stayed until the time during
which an arbitration may be initiated has expired or, if an arbitration is initiated, a
decision or award by arbitration is delivered or the arbitration has otherwise ended, and
(b) will promplly discontinue the proceeding once the arbitrator's
decision or award is given.
11. GOVERNING LAW
11.1. This Customer Support Agreement will be governed, construed and
interpreted by the laws ofthe Province of British Columbia.
12. AMENDMENT
12.1. No modification or amendment to this Customer Support Agreement may be
made unless agreed to by the parties hereto in writing.
13. SEVERABILITY
13.1. The invalidity of any provisions of this Customer Support Agreement or any
covenant herein contained on the part of any party will not affect the validity of any other
provision or covenant hereto or herein contained. The parties will in good faith negotiate
a mutually acceptable and enforceable substitute for any invalid provision or covenant,
which substitute will be as consistent as possible with the original intent oftbe parties.
14. NON-WAIVER
14.1. The waiver or failure of either party to exercise, in any respect, any right
provided for herein will not be deemed a waiver of any further right hereunder.
Confidenfial
Page II
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City of Santa Ana - Exhibit P Copyright 0 2006 - KCC Knowledge Computing (Canada) Umited
Agreement between KCC Knowledge ComputIng (Cenada) LimIted and
CIty of Santa Ana [ExhIbIt FJ
15. ENTIRE AGREEMENT
15.1. This Customer Support constitutes the entire agreement between the parties
hereto with respect to the licensing of the Software and supersede all prior letter of intent,
arrangements, representations, warranties, statements, promises, information,
arrangements and undertakings, whether oral or written, expressed or implied.
16. COUNTERPARTS
16.1 This Customer Support Agreement may be executed in counterparts, in
original form or by facsimile, each of which will together, for all purposes, constitute one
llIId the same instrument, binding on the parties, and each of which will together be
deemed to be an original, notwithstanding that all of the parties are not signatories to the
same counterpart.
IN WITNESS WHEREOF the parties have executed this Agreement as of
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KCctnowledge Computing (Canada) Limited City of Santa Ana
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Confidential
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City of Santa Ana - Exhibit F Copyni::bt Q 2006 - KCC Knowledgo Computing (Canada) UtJllled
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,
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Agreement between KCC Knowledge ComputIng (Ceneda) LimIted end
CIty of Sente Ana [Exhfblt FJ
17. SCHEDULE A-l
17.1. Supported Software
Vetslon V~r8'on
NAME NAME
InFo"", Arrest and Booklna 2.0
18. SCHEDULE A-2
18.1. Support service is for the following periods (See 2.1):
24 hours per day
7 days per week
18.2. Designated Individuals for Customer Support (Sec. 4.1.1):
NAME
TELEPHONE
E-MAIL ADDRESS
18.3. Designated Individuals for Authorizing Additional Expenditure (Sec. 2.5)
NAME
TITLE
TELEPHONE
E-MAIL
19. SCHEDULE A-3
19.1. The Customer may submit Incident Reports to KCC via the following
channels:
Confidential
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City ofSaDta Ana - :Exhibi( P Cop}'riShlO 2006 - KCC Know1edse Computing (Canada) Umitcd
Agreement between KCC Knowledge Computing (C.nSda) LimIted and
City of S"nt" An" CEleblblt F]
North America 800-667-2066
All Other Countries 250-383-9231
KCC Email Support:suPDort@KCC.com
On-line Technical Support, Case Submission, Knowledge Base & Documentation:
htto://www.KCC.com
19,2. When reporting incidents to KCC, the Customer must provide sufficient detail
10 enable the Technical Support Analyst to reproduce and diagnose the problem or
difficulty, including revision level information, problem documentation and any media
containing data.
19.3. Each incident reported to KCC should be properly defined to ensure timely
acknowledgement of the support call, An incident is defined as a single support issue
that cannot be broken down into subordinate problems.
19.4. Each Incident submitted to KCC shall contain the following information
19.4.1. Incident Information
" Date of incident
" User's Agency, Name and Contact Information
" KCC Application Name, including version number
" Location of server/workstation
" Issue Details
" Describe the nature of the issue
" Is the issue sporadic, persistent, or is this the first time it has been
experienced?
" Describe how the issue impedes the user's ability to perform a specific
business process (job function)
" For a persistent issue, describe the steps that lead to the problem
" Error Information (please provide screen captures, ifpossible)
" What steps, if any, were taken by the user to recover from the
incident? (E,g;, Application restart, computer reboot, closing and
reopening of module, etc.)
Confidential
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City ofSllnta AnI1- .ExhibIt F Copytlebl 0 2006- KCC Knowledge. Computing (Canada) Limited
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